Top 5 of the cooperation agreement

1. Subject of the collaboration : agree precisely what will be done in the collaboration in practice. This means that the definition part of the agreement clearly states what the collaboration is limited to. This has an impact when agreeing, for example, on ownership of intellectual property rights (IPR) and possible exclusive rights (exclusivity). Example: a device supplier and a customer (factory manufacturer) develop a new measuring device for process control. What measuring device and what process are we talking about exactly?

Drafting a cooperation agreement needs care and attention. Photo by Amina Atar on Unsplash

2. How to collaborate : agree on how the project will be done and managed. Who decides what and when? What if there are disagreements? A project plan helps clarify the technical content.

3. Intellectual property rights (IPR) management : clearly agree how the results of the collaboration and the related IPR will be managed and owned. For example, in the above measuring instrument case: who owns the improvements and inventions made to the measuring instrument? What about its application in a process? Can the measuring instrument company sell the improved meter to the customer's competitors?

Can a customer tell competing meter suppliers what kind of new meter they want?

This question often proves to be the most difficult in negotiations!

4. Duration of the collaboration : An essential part of the project plan is its duration. How long will the collaboration last? And when it's over, will the agreement end immediately or will there be some wiggle room to see how the new metric works in practice? And if the whole thing doesn't work, how can you cancel the agreement in the middle of everything?

5. Applicable law and dispute resolution : again a key issue – just in case. Clear clauses on what to do if things do go wrong are necessary. When things are going well, the contract is hardly even glanced at, but when things go wrong, it is read with a magnifying glass!